Worthington Industries Credit Agreement

The third amended and adjusted credit agreement includes several credit options: (i) ABR loans, which can only be made in U.S. dollars and bear interest at an interest rate determined by reference to the alternative base rate described below; and (ii) Eurocurrency bonds, which may only be raised in U.S. dollars and bear interest at an interest rate determined by reference to the adjusted LIBO interest rate (as defined in the amended and adjusted third credit agreement). A margin is added to the alternative base rate and the adjusted LIBO rate, the amount of which is determined by the then-current ratings of Standard & Poor`s Ratings Services (“S&P”), Moody`s Investors Service, Inc. (“Moody`s”) and/or Fitch, Inc. (“Fitch”) with respect to the registrant`s senior long-term unsecured notes without any improvement in creditworthiness by third parties. The alternative base rate is a variable annual interest rate equal to the higher of (a) overnight bank financing rates plus 0.50%, (b) the PNC Bank, National Association prime rate, and (c) the daily LIBOR rate plus 1.00%, as long as the daily LIBOR rate is offered, detectable and not illegal (as each of these conditions is defined in the modified and adjusted third credit agreement) and is subject to to a lower limit of zero percent in all cases. (0%). The third amended and adjusted credit agreement contains the usual wording to replace the LIBOR benchmark. COLUMBUS, Ohio, Feb.

19, 2018 (GLOBE NEWSWIRE) — Worthington Industries, Inc. (NYSE: WOR) announced today that it has extended its existing revolving credit facility for five years. The existing $500.0 million facility, which was due to expire on April 23, 2020, has been amended and extended until February 16, 2023. The third amended and adjusted credit agreement provides that up to $75 million of available bonds may be used for letters of credit for the benefit of the registrant, equivalent to the same maximum of letter of credit obligations available under the existing credit agreement. As of August 20, 2021, the registrant had not issued any outstanding letters of credit under the third amended and amended credit agreement. The registrant has agreed to pay (i) a facility fee for the lenders` obligations under the third amended and amended credit agreement and (ii) a participation fee related to outstanding letters of credit (if any) under the third amended and adjusted credit agreement, each at an interest rate based on the then-current S&P. Moody`s and/or Fitch`s ratings on the registrant`s senior long-term unsecured notes without any credit enhancement by third parties. As of August 20, 2021, the setup fee rate and the participation fee rate were 12.5 basis points each.

The registrant is also required to pay a regular prepayment fee of 0.125% of the principal amount of each letter of credit issued from time to time under the third amended and adjusted credit agreement, as well as a customary and customary management and syndication fee, under the credit agreement amended and adjusted by a third party. Loans under the amended credit facility will bear interest on the basis of a rating grid and will currently correspond to the applicable LIBOR rate plus 1.25%. The amended credit facility also includes an accordion function that would allow it to increase new and existing lenders by an additional $300 million on the same terms as existing commitments. As a result of this change, the Company currently has a combined availability of $536.8 million under the Company`s credit facility and a $50 million debtor securitization program. The revolving credit facility is affiliated with a consortium of banks led by JPMorgan Chase Bank, N.A. and PNC Capital Markets LLC. On August 20, 2021, Worthington Industries, Inc. (the “Registrant”) amended and adjusted its existing five-year revolving credit facility (provided under the second amended and amended credit agreement dated February 16, 2018 (the “Existing Credit Agreement”). Total liabilities under the amended and adjusted revolving credit facility remain at $500 million. The maturity of the revolving credit facility has been extended from February 16, 2023 to August 20, 2026. The third amended and amended credit agreement dated August 20, 2021 (the “third amended and reformulated loan agreement”) was entered into between the holder as borrower; PNC Bank, National Association, as lender, swingline lender, issuing bank and administrative agent; JPMorgan Chase Bank, N.A. and Bank of America, N.A., as lenders and syndication agents; United States of America Bank National Association, Wells Fargo Bank, National Association, The Huntington National Bank, Fifth Third Bank, National Association, The Northern Trust Company and BMO Harris Bank, N.A., as lenders (in collaboration with PNC Bank, National Association, JPMorgan Chase Bank, N.A.

and Bank of America, N.A., the “lenders”); and Truist Bank (as successor to branch banking and Trust Company), as outgoing lender (the “outgoing lender”); with the U.S. Bank National Association, Wells Fargo Bank, the National Association and Huntington National Bank as co-documentation agents; and JPMorgan Chase Bank, N.A., PNC Capital Markets LLC and Bank of America, N.A. as joint bookrunners and joint lead arrangers. Pursuant to the third amended and amended credit agreement, Worthington Industries International S.a.r.l., a limited liability company incorporated in Luxembourg (“LuxCo”), was withdrawn as a borrower under the amended and adjusted revolving credit facility and all amounts payable by Luxco under the existing credit agreement (if any) were paid in full on 20 August. 2021. The holder reserves the right, under the third credit agreement, as amended and amended, to request from time to time that a foreign subsidiary of the registrant be included as an additional borrower with the opportunity to apply for and receive loans from lenders in the third amended and adjusted loan agreement. However, five of those applications may not be submitted during the term of the third amended and adapted credit agreement. The third amended and amended credit agreement is an unsecured syndicated revolving credit facility under which US$500 million in aggregate revolving credit obligations will be available.

In addition, from time to time, the registrant may elect to increase the total revolving credit obligations or to enter into one or more tranches of term loans (each subject to the approval of lenders who choose to grant such loans) by at least $10 million, for as long as after their effective date, the total amount of such increases and any additional term loans. does not exceed $300 million. The incremental accordion facility under the amended and adjusted third credit agreement shall apply under the same conditions as those laid down in the existing credit agreement. Contact:CATHY M. LYTTLEVP, CORPORATE COMMUNICATIONS AND INVESTOR RELATIONS614.438.3077 | [email protected] L. HIGGINBOTHAM DIRECTOR, CORPORATE COMMUNICATIONS614.438.7391 | Safe Harbor Statement [email protected] The Company intends to use the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements made by the Company regarding its ability to increase market participation, increase and integrate its capacity, increase efficiency and reduce lead times, achieve growth in general and in certain markets, and other statements that are not historical information, constitute “forward-looking statements” within the meaning of the law. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include the risks described from time to time in the Company`s filings with the Securities and Exchange Commission. If a user or application sends more than 10 requests per second, other requests from the IP address may be limited for a short time. Once the request rate has fallen below the threshold for 10 minutes, the user can continue to access the content on SEC.gov.

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